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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Harty Linda S C/O CHART INDUSTRIES, INC. 2200 AIRPORT INDUSTRIAL DRIVE SUITE #100 BALL GROUND, GA 30107 |
X | |||
| /s/ Linda Harty, by Arthur C. Hall III, her attorney-in-fact | 09/16/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | See Remarks |
| Remarks: Depositary Shares each representing 1/20th of a share of the Company's 6.75% Series B Mandatory Convertible Preferred Stock. Each outstanding share of the Mandatory Convertible Preferred Stock automatically converts on the mandatory conversion date into a number of shares of Common Stock of the Company as follows:a) if the market value of the Common Stock is greater than the "threshold appreciation price," then the conversion rate will be 7.0520 shares of Common Stock per share of Mandatory Convertible Preferred Stock (the "minimum conversion rate");b) if the market value of the Common Stock is less than or equal to the threshold appreciation price but equal to or greater than the "initial price," then the conversion rate will be equal to $1,000 divided by the market value of the Common Stock, rounded to the nearest ten-thousandth of a share, which will be between 7.0520 and 8.4620 shares of Common Stock of the Company per share of Mandatory Convertible Preferred Stock; orc) if the market value of the Common Stock is less than the initial price, then the conversion rate will be 8.4620 shares of Common Stock of the Company per share of Mandatory Convertible Preferred Stock (the "maximum conversion rate").The "initial price" equals $1,000, divided by the maximum conversion rate, rounded to the nearest $0.0001, and is initially $118.1754. The "threshold appreciation price" equals $1,000, divided by the minimum conversion rate, rounded to the nearest $0.0001, and represents an approximately 20% appreciation over the initial price.The foregoing description is qualified in its entirety by reference to Exhibit 4.3 ("Description of Securities") to the Company's Annual Report on Form 10-K for the year ended December 31, 2023. |
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